EX-1.1
from S-1
8 pages
The Purpose of This Letter Agreement (The “Agreement”) Is to Confirm the Engagement of Sterne, Agee & Leach, Inc. (“Sterne Agee”) to Act as the Exclusive Financial Advisor to Wells Financial Corp. (“Wells Financial”) in Connection With the Intention of Wells Financial to Offer Shares of Its Common Stock in Connection With the Conversion Merger of St. James Federal Savings and Loan Association (“St. James”) (The “Conversion”). in Order to Effect the Conversion, It Is Contemplated That St. James Will Convert to Stock Form and Simultaneously Merge With Wells’ Subsidiary, Wells Federal Bank, Pursuant to an Agreement and Plan of Conversion Merger (“The “Plan”). in Order to Effect the Plan, It Is Contemplated That All of St. James’ Common Stock to Be Outstanding Pursuant to the Plan Will Be Issued to Wells Financial, and That Wells Financial Will Offer and Sell Shares of Its Common Stock First to Eligible Depositors of St. James in a Subscription Offering, With Any Remaining Shares Offered to Members of the Public in a Direct Community Offering and/or a Syndicated Community Offering, With Preference Given to Residents of St. James’ Local Community and Then to Wells Financial’s Existing Shareholders (Collectively, the “Offering”) as Defined in the Plan. This Letter Sets Forth the Terms and Conditions Agreed to Between Wells Financial and Sterne Agee With Respect to the Conversion, the Plan and the Offering. (1) Advisory/Marketing Agent Services. as Wells Financial’s Financial Advisor, Sterne Agee Will Provide Financial Advice to Wells Financial and Will Assist Wells Financial in Connection With the Conversion, the Plan, the Offering and Related Matters. in This Regard, Sterne Agee’s Services Will Include the Following: · Advising Wells Financial on the Financial and Securities Market Implications of the Plan;
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EX-1
from SC 13D
1 page
Cusip No. 949759104 Page 14 of 14 Pages Exhibit 1 Joint Filing Agreement Pursuant to Rule 13d-1(f)(1) Under the Securities Exchange Act of 1934, as Amended, the Undersigned Hereby Agree That the Schedule 13d to Which This Joint Filing Agreement Is Being Filed as an Exhibit Shall Be a Joint Statement Filed on Behalf of Each of the Undersigned. Date: July 7, 2000 By: /S/ John M. Morrison John M. Morrison By: /S/ Kurt R. Weise Kurt R. Weise Financial Edge Strategic Fund, L.P. By: Pl Capital, LLC General Partner By: /S/ John Palmer /S/ Richard Lashley John Palmer Richard Lashley Managing Member Managing Member Financial Edge Fund, L.P. By: Pl Capital, LLC General Partner By: /S/ John Palmer /S/ Richard Lashley John Palmer Richard Lashley Managing Member Managing Member Pl Capital, LLC By: /S/ John Palmer /S/ Richard Lashley John Palmer Richard Lashley Managing Member Managing Member
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